Just Group Regulatory News (JUST)

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW JUST RETIREMENT SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE JUST RETIREMENT PROSPECTUS PUBLISHED ON 28 SEPTEMBER 2015 AND THE PARTNERSHIP ASSURANCE SCHEME DOCUMENT PUBLISHED ON 5 NOVEMBER 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

23 December 2015

Just Retirement Group plc ("Just Retirement")Partnership Assurance Group plc ("Partnership Assurance")

Merger Update

Just Retirement and Partnership Assurance announce an update to the anticipated timetable for their recommended all-share merger (the "Merger") to create the JRP Group plc.

Background to current timetable

On 5 November 2015, Partnership Assurance posted its scheme document to its shareholders and convened a court meeting (the "Partnership Assurance Court Meeting") and a shareholder meeting (the "Partnership Assurance General Meeting") to vote on the Merger.

Just Retirement announced on 23 November that it had decided to post its shareholder circular in relation to the Merger (the "Circular") once the Prudential Regulation Authority ("PRA") internal model approval process had concluded, so that Just Retirement shareholders could be provided with the most up to date information in the Circular.

Accordingly, the Partnership Assurance Board considered it appropriate to seek an adjournment of the Partnership Assurance Court Meeting and the Partnership Assurance General Meeting, to allow Just Retirement to receive PRA approval of its internal model and to finalise and post the Circular. On 26 November 2015, Partnership shareholders approved the adjournment of the Partnership Assurance Court Meeting and Partnership Assurance General Meeting to 5 January 2016.

Revised anticipated timetable for the Merger

On 5 December 2015, the PRA approved Just Retirement's application to use its full internal model under Solvency II.

Just Retirement continues to seek to finalise and post the Circular convening the Just Retirement shareholder meeting (the "Just Retirement General Meeting") as soon as practicable, which is currently expected to be in January 2016.

Accordingly, in order to ensure the Partnership Assurance shareholders have the most up to date information ahead of voting on the Merger, the Partnership Assurance Board considers it appropriate to seek an adjournment of the Partnership Assurance General Meeting until after the Just Retirement Circular has been posted and has obtained the permission of the Court to adjourn the Partnership Assurance Court Meeting accordingly. It is proposed that the Partnership Assurance Court Meeting and Partnership Assurance General Meeting will be adjourned to a date on or around the date of the Just Retirement General Meeting (when convened) and which will be notified to Partnership Assurance Shareholders in due course.

On 23 November 2015, Just Retirement and Partnership Assurance announced that the Merger was expected to complete in January 2016, subject to the satisfaction of the remaining conditions to the Merger (including change in control approvals by the PRA and the Financial Conduct Authority (the "FCA")).

Following recent discussions with the PRA and the FCA, Just Retirement and Partnership Assurance understand that, without prejudice to the statutory right of the relevant regulators, the decisions on the change in control applications are expected to be received during the first quarter of 2016. Provided change in control is granted, we would therefore also expect the Merger to complete in the first quarter of 2016.

Enquiries:

Just Retirement

Partnership Assurance

Important notices

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

Publication of this announcement

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Retirement's website at www.justretirementgroup.com and Partnership Assurance Assurance's website at www.partnership-group.com on, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.